General Terms and Conditions of Purchase of LEM TECH FRANCE S.A.S. and its affiliates within France
1.
1.1.

2.
2.1.

3.
3.1.

3.2.

3.3.
4.
4.1.

4.2.

4.3.

4.4.
5.
5.1.

5.2.

6.
6.1.
6.2.

6.3.

6.4.
6.5.
7.
7.1.

Scope
These General Terms and Conditions of Purchase and, if applicable, the most current
version of LEM Group Suppliers General Requirements Manuel (available on
www.lem.com) which are an integral part of these General Terms and Conditions ofPurchase (hereinafter collectively the “Conditions of Purchase”) apply to all goods andservices procured by LEM TECH FRANCE S.A.S. with a capital of 50,000 Euros,
registered number 827 802 356 R.C.S. in Lyon, with its registered office at Les Allées duParc, Allée des Parcs 575/655, 69800 St.-Priest, France or any of its affiliates within
France (hereinafter “LEM”) from external suppliers (without regard to supplier location), as
listed by LEM in a purchase order (hereinafter the “Products/Services”). By accepting LEM
order, the supplier agrees to the application of these Conditions of Purchase for the
procurement of Products/Services by LEM. Conditions other than these Conditions ofPurchase and the supplier’s conditions of sale do not apply even if LEM does not explicitly
refuse them or if the conditions of the supplier set out that they shall prevail. Any
modifications of or deviations from these Conditions of Purchase must be agreed in writing
and signed by LEM and the supplier, in which case such modifications or deviations shallprevail.
Affiliate
An affiliate of LEM TECH FRANCE S.A.S. is defined as any legal entity which directly or
indirectly controls, is controlled by or is under common control with LEM TECH FRANCE
S.A.S. The term “control” shall mean the ability to vote more than 50% of the voting
securities of any entity or otherwise having the ability to direct the management andpolicies of an entity.
Order
The contract is considered as concluded between LEM and the supplier when LEM has
placed an order, unless the supplier rejects it in writing within 2 working days after receipt.
The order together with these Conditions of Purchase and any other documents
specifically referred to in the order or separately agreed to in writing, such as technicalspecifications, drawings or quality requirements, will be binding and form part of thecontract between LEM and the supplier.
The supplier shall fully comply with LEM’s requirements as set forth in the order, including,
without limitation, the identified reference and revision level of the ordered
Products/Services. Deviating comments on the order shall only be valid if approved inwriting by LEM. In such a case, LEM will issue a revised order cancelling and superseding
the previous one. In any case, the supplier undertakes to promptly inform LEM if any
LEM’s requirement contained in the order differs from the technical specifications validatedby LEM.
Orders may be submitted, whether in writing or electronically, and do not need to besigned to be enforceable, unless otherwise required by applicable law.
Order change and cancellation
Except and only to the extent it is specifically precluded by applicable law, LEM may at any
time, in the form of a change order to the supplier (whether in writing or electronically),
make any changes to an order even after it was approved (e.g. change to delivery dates,
place(s) of delivery, packaging, quantities and/or the Products/Services covered by anorder).
If any such change causes a material increase or decrease in the cost of, or the timerequired for, performance of the order, an equitable adjustment shall be made to the priceand/or delivery date. Any claim by the supplier for adjustment under this clause shall bemade in writing, together with supporting documentation satisfactory to LEM. However,any such claim shall be deemed waived unless asserted within 2 working days after
receipt by the supplier of the change order. Unless otherwise instructed by LEM, any claimby the supplier must be approved by LEM in writing before the supplier proceeds with suchchange. The supplier shall not suspend performance under any order while LEM and the
supplier are in the process of making such changes and any related adjustments.
Except and only to the extent it is specifically precluded by applicable law, LEM may
cancel any order at any time and for its sole convenience on or before the lead time for
production or 30 calendar days prior to the date of delivery, whichever is shorter, without
any liability to LEM in connection with any such cancellation. If LEM cancels any order lessthan the lead time for production or 30 calendar days prior to the delivery date, whicheveris shorter, LEM shall reimburse the supplier for the work already performed prior to thenotice of cancellation that the supplier can document to LEM’s satisfaction. The suppliershall not be paid for any work done after receipt of the notice of cancellation nor for any
costs incurred by supplier’s sub-suppliers or providers which the supplier could reasonably
have avoided. LEM will in no event reimburse costs exceeding the contract price of the
Products/Services under the cancelled order. This clause 4.3 is without prejudice to LEM’s
rights to cancel any order for cause.
No further claims shall exist.
Prices and payment terms
The supplier shall provide the Products/Services at a firm-fixed price including all delivery
costs. Price increases shall be valid only if confirmed in writing by LEM’s duly authorized
representative.
Unless otherwise specified in the order, all prices are deemed delivery duty paid (DDP Incoterms 2010) to the place of delivery specified by LEM. Currency is as set forth in theorder.
Invoicing/Terms of payment
The supplier may issue an invoice after delivery but not later than 30 calendar days ofdelivery of the Products/Services.
The supplier shall submit to LEM invoices in a form and format satisfactory to LEM andcomplying with generally accepted accounting principles. In particular, invoice shallindicate the exact LEM order number, LEM designation of the Products/Services, quantityand price. The invoice address is according to the order. The value-added tax shall beshown separately on the invoice. The supplier shall be responsible for all consequences
arising from the failure to meet these requirements.
Unless otherwise agreed in writing and except and only to the extent it is specifically
precluded by applicable law, the invoices are paid by LEM within 60 calendar days fromthe date of issue of the invoice. Payments shall in no event be construed as an
acceptance of the Products/Services nor a waiver of notices of defects by LEM.
LEM reserves the right of set-off and the right of retention to the extent permitted byapplicable law.
The supplier is not allowed to proceed to any delivery stop against LEM in case of latepayment of LEM.
Place of delivery and passing of risk and ownership
Unless otherwise specified in the order, deliveries shall be DDP (Incoterms 2010) to theplace of delivery specified by LEM on the order or LEM’s place of business if no otherplace of delivery has been specified.

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7.2.

7.3.

7.4.
8.
8.1.

8.2.
9.
9.1.

9.2.
9.3.

9.4.
9.5.

9.6.

10.
10.1.

10.2.

10.3.

10.4.

11.
11.1.
11.2.

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12.1.

12.2.
13.
13.1.

13.2.
13.3.
13.4.
13.5.

13.6.

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Each delivery shall include a detailed delivery note listing the order details, order number,order date and LEM buyer name, with clear and correct description of INTRASTAT codes(when applicable). The supplier shall ensure that all special documents required by law,such as safety data sheets, certificate of origin and export documents, accompany thedelivery.
The supplier will be responsible for any damage causes by wrong, missing or insufficient
documentation. Wrong, missing or insufficient documentation may delay payment, except
and only to the extent it is specifically precluded by applicable law.
Ownership of the Products/Services passes to LEM with their delivery to the place ofdelivery.
Packaging
Packaging must be secure and adequate for preventing damage during storage, transportand shipment. The Supplier must comply with any special labelling and packaging
instructions given by LEM at no further cost, except and only to the extent it is specifically
precluded by applicable law, respectively additional costs may be imposed by the supplier
only with LEM’s prior written consent.
The supplier shall ensure that the packaging complies with the applicable environmental
regulations.
Delivery dates, delay
Delivery dates and quantities specified in the order are binding. Delivery date shall be
understood as the date of delivery of the Products/Services at the agreed place of delivery
in accordance with clause 7.1 above.
Partial deliveries and early deliveries are not permitted, unless otherwise agreed.
If the supplier anticipates that he will not be able to deliver the Products/Services at thedelivery date, the supplier shall forthwith notify LEM in writing of the reason and the
expected duration of the delay.
In case of early, delayed or partial delivery, the supplier shall be immediately deemed to
be in default without notice.
Acceptance of an early, delayed or partial delivery shall not be deemed a waiver of therights that LEM is entitled to as a result of supplier’s deviation from the binding delivery
dates.
In the event of delay, LEM reserves the right to claim a penalty amounting to 1% of thecontract price per complete or incomplete week of delay, but not exceeding 10% of thecontract price in total. The penalty shall not relieve the supplier from its obligations under
the contract. LEM reserves the right to assert any further legal claims, including the right toclaim damages and/or terminate the contract.
Performance
The supplier undertakes to perform the contract with all due diligence and efficiency, in acompetent and workmanlike manner and in compliance with the generally accepted bestpractice of the industry.
The supplier agrees that it will comply with all applicable laws, standards, rules,
regulations and requirements of the jurisdiction where the Products/Services are
manufactured, stored, shipped, used and sold.
In case of Products/Services procured by LEM for the need of manufacture of its own
products, the supplier shall use an appropriate and documented quality management
system to ensure at all times traceability of the Products/Services and any materials in the
Products as well as conformity of the Products/Services with the agreed specifications andquality standards. The supplier shall not substitute or modify the Products/Services nor
any materials in the Products without LEM prior written consent. Might the supplier requirechanging manufacturing site, product design, process or control, the supplier must receive
LEM’s prior written agreement for such change.
The supplier shall promptly notify LEM in writing of any circumstances which could
endanger or hinder the performance of the contract, including any possible quality orsafety issue with the Products/Services.
Sub-suppliers and providers
The commissioning of sub-suppliers is subject to the prior written approval of LEM.
Independently of any negligence or fault, the supplier shall assume unlimited liability for its
providers and sub-suppliers as for itself, even though LEM has approved them and LEM
shall have no obligation and no liability whatsoever vis-à-vis the providers and subsuppliers of the supplier.
Inspection
LEM is entitled, upon reasonable notice, at any time during the contract and for a period of
6 months thereafter, to access and inspect the facilities and records relating to the design,
manufacture, testing, storage and/or delivery of the Products/Services, including, without
limitation, the manufacturing and quality control, testing operations and compliance
procedures relating to the Products/Services. The inspection may be carried out by LEM’srepresentatives and/or LEM’s customers. The supplier shall allow LEM’s representatives
and/or LEM’s customers the appropriate right of access to the premises, facilities,
equipment, personnel, books and records of the supplier, providers and sub-suppliers. The
supplier shall ensure that LEM has the rights to access and inspect the providers and subsuppliers as set forth herein.
Such inspection shall not relieve the supplier from its obligations under the contract.
Warranty and Remedies
The supplier warrants that the Products/Services (i) have the promised characteristics, (ii)
are in accordance with the agreed performance requirements and specifications, (iii)comply with the applicable laws, standards, rules, regulations and requirements where theProducts/Services are manufactured, stored, shipped, used and sold, (iv) are free fromdefect in design, material and workmanship, (v) are free from defects of title and rights ofthird parties, (vi) are suitable for their intended purposes, (vii) meet the quality agreements
between LEM and the supplier, if any, and (viii) are new and unused at the delivery date.
Said warranties shall be in addition to any warranties of additional scope given by the
supplier to LEM.
The warranty period shall be 36 months from the date of delivery of the Products/Services
or for a longer period if the supplier issues such a warranty.
The supplier hereby discharges LEM from its obligation to inspect the Products/Services atreceipt.
Any notification of defects within the warranty period is deemed made in time and the
supplier hereby waives the objection of delayed notification.
In the event of defective Products/Services, LEM may, at its option (i) require the supplier
to remedy the defects at no charge, (ii) require the supplier to replace the defective
Products/Services at no charge, (iii) reduce the price in proportion to the defects, or (iv)terminate the contract. In any case, LEM retains the right to claim damages in addition to
the remedies set out above in this clause.
If the supplier is unable to eliminate a defect within a reasonable time since notification of
the defect by LEM or in case of urgency, LEM shall be entitled to eliminate the defect itself
or through a third party at the cost and risk of the supplier.

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General Terms and Conditions of Purchase of LEM TECH FRANCE S.A.S. and its affiliates within France
13.7.
13.8.
14.
14.1.

15.
15.1.

15.2.

16.
16.1.
16.2.

16.3.

17.
17.1.

17.2.

17.3.

17.4.

17.5.
17.6.

18.
18.1.

18.2.

After the defect has been remedied or the defective Products/Services have been
replaced, the warranty period shall commence anew.
The right to assert any further legal claims remains expressly reserved.
Product obsolescence
If the supplier discontinues the production of the Products, he shall be bound to inform
LEM of this at least 12 months in advance and allow LEM the opportunity to make a finalorder at all times within such 12 months period.
Liability, Insurance
The supplier shall be liable to LEM and its affiliates, shareholders, directors, officers,
employees, agents, subcontractors, suppliers and customers (the “Indemnified Parties”)
for and hold such Indemnified Parties harmless from all costs and all damages, and, shall
pay any costs and damages incurred by the Indemnified Parties from and against any
third-party claims (including lawsuits) arising from the Products/Services provided by the
supplier under the contract, including but not limited to product liability (if applicable) or acontractual breach of the supplier such as late delivery or breach of warranty obligations,
whether or not the supplier may have been negligent or at fault. This liability includes, but
is not limited to, the costs of product recall actions, the costs of dismantling, installation,
testing, and transportation of defective products at (from and to) LEM’s customers.
The supplier shall have and maintain all necessary insurance coverages with insurance
carriers to the satisfaction of LEM, including, but no limited, professional liability and public
liability insurance (with extended product liability insurance) that also covers the costs ofany recalls. At any time upon LEM’s request, the supplier shall provide LEM with acertificate of insurance as evidence of appropriate coverages. The insured amount under
this clause 15.2 cannot be considered nor construed as limitation of liability.
Intellectual property rights
The supplier warrants that the Products/Services do not infringe any copyrights, patents,
trademarks, designs or other property rights of third parties.
In addition to clause 15.1 above and independently of any fault on the part of the supplier,the supplier shall promptly defend the Indemnified Parties (as defined in clause 15.1)
against any third-party claims based on alleged intellectual property rights infringement
and pay any costs and damages incurred by the Indemnified Parties in conjunction withsuch claims. Supplier’s obligation to defend the Indemnified Parties and pay any costs anddamages shall not apply if and to the extent the liability or damage was caused solely by
the supplier’s proper use of LEM Property contributed to, or implemented into the
Products/Services (as defined in clause 17.1 below) and if the supplier does not know or
was not expected to know that intellectual property rights of third parties were infringed.
If an action for the infringement of property rights is filed, the supplier may at its own
expense, at LEM’s option, either reach a settlement which grants LEM the right to use theProducts/Services free of any liability for infringement, or replace it with a similar one asagreed by LEM, or take back the Products/Services and credit LEM with an amount equal
to the purchase price reduced taking into account the normal depreciation of the
Products/Services. Failure to satisfy the above LEM’s option entitles LEM to terminate theorder and claim compensation for any and all costs and damages incurred. This clause
16.3 is without prejudice to LEM’s rights under clause 16.2.
Ownership of information and material
Any and all intellectual property, commercial and technical information and material,
including, without limitation, patents, know-how, trademarks, logo, designs, drawings,
tools, molds, dies, plans, templates, samples, specifications, test equipment,
manufacturing and/or testing and quality processes (hereinafter “LEM Property”) that LEM
discloses and makes available to the supplier, in whatever form and format, shall be andremain LEM’s property. The supplier shall not at any time do or cause to do, directly or
indirectly, any act which impairs or tends to impair in any way LEM’s rights, title or interest
in and to any of LEM Property. LEM reserves all rights in respect of LEM Property.
LEM Property shall not be modified without the written consent of LEM. Any items of LEM
Property shall be clearly marked by the supplier as being owned by LEM and separated
from the supplier property. LEM Property shall not be used by the supplier except for
performance of the contract or as authorized in writing by LEM and may only be supplied
to third parties with LEM prior written consent. The Products manufactured with any LEM
Property may neither be used by the supplier itself nor offered or supplied to third parties.
While in supplier’s possession or control, LEM Property shall be held at supplier’s cost andrisk. The supplier warrants that it will keep any items of LEM Property in good conditionand safely stored, and will replace any such items when lost or destroyed. The supplier
undertakes to carry out in a timely manner any needed maintenance and inspection workon any items of LEM Property at his own expense and shall promptly report any failure.
The supplier shall insure at his expense any items of LEM Property against loss by fire,
water and theft.
Any right of retention with respect to LEM Property is expressly excluded and the supplier
undertakes that LEM Property shall be free and clear of all liens and encumbrances,
security interests and claims of the supplier and supplier’s creditors. Unless otherwise
agreed, LEM Property must be automatically returned or destroyed at LEM’s request.
Notwithstanding the foregoing, in the event of supplier’s insolvency or bankruptcy, LEM’srepresentatives are authorized to enter the supplier’s premises at any time and remove
LEM Property.
In case the supplier fails to comply with any of its obligations under this Section 17, LEM
shall be entitled to claim compensation for the resulting damages.
If the supplier develops custom features for the Products/Services, all intellectual property
rights, title and interest in such custom work shall be the sole property of LEM, the custom
work being considered works created under commissioning. In case such direct vesting ofrights is not possible under the applicable law, the supplier shall at supplier’s costs perform
any and all actions, necessary to transfer and assign to LEM, or if not allowed under theapplicable law, to provide LEM with the right to use or an equivalent, over such custom
works, which is as broad as possible under the applicable law, for the maximum termallowed, without the right of supplier to use such works. Should the supplier fails to do so
within reasonable time and in addition to any other remedies available to LEM, LEM shallbe entitled to handle all necessary procedures and ask for assistance and reimbursementof the costs incurred.
Confidentiality
As long as it is not entered into the public domain, the supplier shall keep as strictly
confidential any and all information furnished by LEM, including, without limitation, all LEM
Property as well as any other data, documents and experience of LEM, its affiliates or theirrespective customers or business partners, and shall not disclose any such information to
any third party, or use such information for any purpose other than performing the contract,
except otherwise expressly agreed to in writing by LEM.
LEM information shall not be retained for longer than necessary to provide theProducts/Services. Immediately upon termination of the contract or at any time upon LEM
written request, the supplier shall either return to LEM or, at LEM’s option, destroy LEM

LEM General Terms and Conditions of Purchase_v0 (2017)_France

18.3.
18.4.

19.
19.1.

19.2.

20.
20.1.

20.2.
21.
21.1.

22.
22.1.

22.2.

22.3.

23.
23.1.

24.
24.1.

25.
25.1.
26.
26.1.

26.2.

26.3.

26.4.

26.5.

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information and all copies thereof, except for copies which must be retained in accordancewith applicable law or which reside on automatic computer back-up or disaster recovery
systems so long as such residing copies are not readily accessible and are not used or
consulted for any purpose not permitted. In case of destruction, the supplier shall confirm
in writing such destruction to LEM.
The disclosure of the contract for advertising or reference purposes shall not be allowed
without LEM’s written consent.
The supplier shall be bound by this undertaking on and after termination of the contract.
Supplier is obliged to bind its employees, agents and sub-suppliers with the same non-use
and confidentiality obligations.
Data Protection
When performing the contract, the supplier may need to process personal data about LEM
or its employees. The supplier shall be responsible for processing such personal data incompliance with the applicable data protection laws and only for the purpose of performing
the contract. The supplier shall not, without LEM’s prior written consent, transfer personal
data to any third party or a country offering a lower level of legal protection than in the
country of origin of the personal data in question.
The supplier is advised and consents that LEM processes personal data about the supplierand its representatives (such as the name, address, telephone number, fax number and email address of the supplier’s representatives) for the purposes of handling the contract
between LEM and the supplier and managing and administering LEM group-widepurchases and procurement services. The supplier consents to LEM sharing personal datawith other LEM affiliates, including for administrative and marketing purposes. The supplier
understands and consents that personal data may be transferred to and processed indatabases located and accessible globally by the personnel of LEM affiliates and any third
party service providers acting on LEM’s behalf worldwide, including in countries offering alower level of legal protection than in supplier’s country of incorporation. The supplier
warrants that it processed personal data lawfully, including obtained the required consents,
and that LEM has the right to process for its own purposes any personal data transferredby the supplier.
Export and Import compliance
The supplier shall remain in full compliance with all applicable export and import control
laws and regulations. The supplier will obtain, at its own expenses, any import, export,
transfer and re-export approvals and licenses required for the Products/Services and willretain documentation evidencing compliance with those laws and regulations.
The supplier undertakes to find out in due course about possible export and/or import bansor restrictions and will immediately inform LEM accordingly when relevant.
LEM Code of Conduct
The supplier, its employees, agents, sub-suppliers and providers are expected to comply
with the requirements as set forth in LEM Code of Conduct, setting out LEM’s core values,
responsibilities and ethical obligations, and any updated version thereof. Signature of LEM
Code of Conduct by the supplier is a pre-requisite to any continued business relationshipbetween LEM and the supplier. The supplier is responsible for ensuring compliance with
LEM Code of Conduct by all its employees, agents, sub-suppliers and providers. LEM
reserves the right to audit compliance with LEM Code of Conduct which may include
facility inspections. Failure to adhere to LEM Code of Conduct shall entitle LEM toterminate the contract for material breach without compensation.
Force Majeure
Either party shall be entitled to suspend performance of his obligations under the contract
to the extent that such performance is impeded by Force Majeure, meaning an event thatwas not foreseeable by the affected party at the time of execution of the respective order,
is unavoidable and outside the control of the affected party, and for which the affected
party is not responsible. The following events (the list of which is not exhaustive) shall beconsidered as Force Majeure events to the extent they present the characteristics
described above: strike, boycott, embargo, export restrictions, riot, epidemics, natural
disasters, extreme natural events, act of war, terrorist acts. Each party shall use its
commercially reasonable efforts to minimize the effects of any event of Force Majeure.
The party claiming to be affected by Force Majeure shall notify the other party in writing
without delay on the intervention and on the cessation of such circumstance. If the affected
party fails to give such notice, the other party shall be entitled to compensation for any
additional costs which it incurs and which could have avoided had it received such notice.
Either party shall be entitled to terminate the contract by written notice to the other party if
performance of the contract is suspended for Force Majeure for more than 30 calendar
days.
Assignment
The supplier may not assign, transfer or encumber any rights resulting from the contract
without LEM’s prior written consent. LEM is allowed to assign, transfer or encumber to any
third party any rights resulting from the contract.
Applicable law
The contract shall be governed by and construed in accordance with the laws of thecountry of incorporation of the LEM company placing the order, with explicit exclusion ofboth any applicable international private law principle and the United Nations Convention
on Contracts for the International Sale of Goods dated 11th April 1980.
Place of jurisdiction
The place of jurisdiction for any disputes shall be the registered office of the LEM company
placing the order.
Other provisions
Failure to enforce or exercise any right or provision of these Conditions of Purchase or acontract does not operate, and shall not be construed, as a waiver of such right orprovision and shall not preclude the right later to enforce such right or provision or any
other term herein contained.
If any provision of these Conditions of Purchase should be void or unenforceable, this shallnot affect the validity of the remaining provisions. Any provisions that are void or
unenforceable shall be replaced by provisions that come as close as possible to achieving
the intended purpose.
Any clause of these Conditions of Purchase expressly or impliedly intended to survive
termination of the contract shall remain in full force and effect notwithstanding suchtermination. Clause 13 (Warranty and Remedies), clause 15 (Liability, Insurance), clause
16 (Intellectual property rights), clause 17 (Ownership of information and material), clause18 (Confidentiality), and clause 19 (Data Protection) shall survive termination.
Nothing in this contractual relationship shall be construed to constitute the supplier as anagent or employee of LEM or so as to have any kind of partnership with LEM. Unlessauthorized in writing, the supplier may neither represent, nor engage LEM towards third
parties.
LEM and the supplier agree to these Conditions of Purchase being in English. In case of
discrepancy between the English and other language versions, the English version shall prevail.

N° CO.11.10.111.0/Version 0